Douglas Milanes

About Douglas Milanes

Douglas J. Milanes is Senior Vice President, Chief Supply Chain Officer at Darden Restaurants (DRI), a role he has held since 2015; he previously served as Senior Vice President, Purchasing from 2013 to 2015 . Prior to Darden, Milanes was Vice President, Global Procurement and Operations at Pfizer (2008–2012) and CFO of Pfizer’s Capsugel Division (2005–2008) . He is age 62 in the 2025 proxy . Company performance during fiscal 2025 featured $12.1B in sales, 2.0% same‑restaurant sales growth, and 11.3% TSR (EPS growth plus dividend yield), with PSUs tied to FY2023–2025 relative TSR paying out at 200% on 84th percentile performance versus the S&P 500 Index .

Past Roles

External Roles

Performance Compensation

Company plan design and outcomes that inform executive variable pay; Milanes’ individual award details are not disclosed in proxy tables.

• Long‑term incentive mix: 50% PSUs (relative TSR vs S&P 500), 25% Options, 25% RSUs; Options vest 50% at 3rd and 4th anniversaries (10‑year term), RSUs vest 100% at 3rd anniversary; PSUs vest 50% at 3rd and 4th anniversaries with 0–200% payout range .
• FY2025 AIP metrics and “strike zone” payout curves: Darden Adjusted Diluted Net EPS (70% weight) and Darden same‑restaurant sales growth (30% weight); brand presidents have operating income/SRS metrics; AIP targets set June 2024 .

Equity Ownership & Alignment

• Stock ownership guidelines: executives must retain 50% of net after‑tax shares until achieving required ownership levels; listed multiples provided for NEOs (e.g., 4x for several roles; 6x for CEO), with committee monitoring compliance .
• Hedging/pledging: insiders (directors, executive officers, designated employees) are prohibited from hedging, pledging, short sales, and derivative transactions in Company stock; margin accounts are prohibited .
• Clawback policy: if financial statements are restated, the Company must recover incentive‑based compensation received by current/former executive officers during the three fiscal years preceding the restatement (applies to AIP and PSUs) .
• Beneficial ownership: individual share counts for Milanes are not provided in “Stock Ownership of Management” tables; aggregated ownership disclosures focus on directors and NEOs .

Employment Terms

• Employment agreements: the Company states it does not have employment agreements with its named executive officers; no individual employment agreement for Milanes is disclosed .
• Change‑in‑control (CIC): NEOs are parties to CIC agreements providing 1.5–2.0x base salary + target bonus upon qualifying termination within 24 months post‑CIC; Milanes’ CIC status is not disclosed .
• Award forfeiture: equity award agreements may allow forfeiture of gains for violations of non‑compete, non‑solicit, confidentiality, Company policies, or termination for Cause .
• Insider trading windows/compliance: policy governs material nonpublic info and trading restrictions across all officers and employees .

Investment Implications

• Strong pay‑for‑performance alignment at the Company level: FY2025 AIP paid at 100% of target on EPS and SRS, and PSUs for FY2023–2025 paid at 200% on 84th percentile TSR; this reinforces incentive linkage to shareholder value drivers (EPS, SRS, TSR) .
• Governance safeguards reduce misalignment and selling pressure risk: strict hedging/pledging prohibitions and mandatory clawback enhance alignment and mitigate leveraged or speculative insider activity .
• Disclosure gap on individual ownership/awards: Milanes is an executive officer but not a named executive officer; absence of Form 4 analysis and proxy table detail limits precision on his vesting calendar and potential selling pressure, necessitating monitoring of future proxies and 8‑Ks for changes .
• Operational execution context: FY2025 sales growth, SRS gains, and restaurant expansion/acquisitions provide positive backdrop for supply chain leadership continuity and retention, though individual severance/CIC terms remain undisclosed for Milanes .